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CONNECTED TRANSACTIONS ESTABLISHMENT OF A JOINT VENTURE

The Board announced that on 27 April 2015, the Company entered into a contribution agreement with Guodian Guangdong in relation to the establishment of a joint venture.
The total registered capital of the joint venture is expected to be RMB384.24 million, among which, the expected total contribution of the Company shall be RMB195.9624 million, representing 51% of the total registered capital. Upon completion of the contribution, the Company will hold 51% equity interests, while Guodian Guangdong will hold 49% equity interests of the joint venture.
As at the date of this announcement, Guodian Group, being the Controlling Shareholder of the Company, directly and indirectly held approximately 58.44% of the total issued share capital of the Company. Guodian Guangdong is a wholly-owned subsidiary of Guodian Group, and is therefore a Connected Person of the Company under Rule
14A.07(4) of the Listing Rules. Accordingly, the establishment of the joint venture
constitutes a connected transaction of the Company.

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In accordance with Rule 14A.81 of the Listing Rules, a series of connected transactions will be aggregated and treated as if they were one transaction if they were all completed within a 12-month period or were otherwise related. On 29 December 2014, the Company entered into a contribution agreement with a subsidiary of Guodian in relation to the establishment of a joint venture. On 31 December 2014, the Company entered into a contribution agreement with a subsidiary of Guodian in relation to the establishment of three joint ventures. In the aforesaid transactions in relation to the establishment of joint ventures, the counterparties of the Company are Guodian Group's associates, and the nature of these transactions is the same. Accordingly, such transactions shall be aggregated. As the highest applicable percentage ratio upon aggregation is more than 0.1% but less than 5%, the establishment of the joint venture shall be subject to the reporting and announcement requirements but exempt from the independent Shareholders' approval requirement as set out in Chapter 14A of the Listing Rules.

CONTRIBUTION AGREEMENT IN RELATION TO THE ESTABLISHMENT OF A JOINT VENTURE

On 27 April 2015, the Company entered into a contribution agreement with Guodian Guangdong in relation to the establishment of a joint venture. The major terms of the contribution agreement are set out as follows:
Date: 27 April 2015
Parties and shareholding ratio: The Company (51%) and Guodian Guangdong (49%)
Total registered capital of the
enterprise:
RMB384.24 million
Details on contribution: The total registered capital of the joint venture is expected to be RMB384.24 million, among which, the expected total contribution of the Company shall be RMB195.9624 million, representing 51% of the total registered capital of the joint venture, while the expected total contribution of Guodian Guangdong is RMB188.278 million, representing
49% of the total registered capital of the joint venture. The total registered capital of the joint venture will be contributed by the Company and Guodian Guangdong by instalments.

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The initial contributions: the expected initial contributions of the Company and Guodian Guangdong shall be made in cash within the registered capital. After the initial contributions have been made, a joint venture will be established and will become a subsidiary of the Company.
The second batch of contributions:
a. contribution method of Guodian Guangdong: cash and all or part of its equity interests in Haishan Island, Hailing Island and Longchuan.
b. contribution method of the Company: cash and part of its equity interests in Longchuan.
Details of the aforesaid second batch of contributions (including valuation of the equity interests) are yet to be confirmed. Upon confirmation of such details, the Company shall, if necessary, make timely disclosures pursuant to the requirements set out in the Listing Rules. The second batch of contributions shall be made before 31 December 2015.
The remaining contributions: the remaining contributions shall be made by the Company and Guodian Guangdong in cash by 31 December 2040.
Name of the joint venture: Guangdong Guodian Longyuan Wind Power Co., Ltd. ( J
) Nature of the joint venture: Limited liability company
Place of incorporation: Guangdong Province

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BUSINESS SCOPE OF THE JOINT VENTURE

The joint venture will engage in investment, construction and operation of wind farms; survey, design and construction of wind farms; installation, test and maintenance of complete set of wind power generation units; and related technology consulting and trainings.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The establishment of the joint venture will fully utilize the Company's professional strengths and technological advantages in the wind power development field, fully mobilize and utilize resource advantages and management superiority of Guodian Guangdong in the region, and make the utmost of advantages of both parties.
The terms of the contribution agreement were determined after arm's length negotiations between the Company and Guodian Guangdong. The Directors (including independent non-executive Directors) of the Company considered that the terms of the contribution agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. As non-executive Directors of the Company, Mr. Qiao Baoping, Mr. Wang Baole, Mr. Shao Guoyong and Mr. Chen Jingdong, being employees of Guodian Group and thus connected Directors, have abstained from voting in respect of approval of the resolution of the contribution agreement. Apart from this, there are no other Directors who have any material interests in the joint venture.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Guodian Group, being the Controlling Shareholder of the Company, directly and indirectly held approximately 58.44% of the total issued share capital of the Company. Guodian Guangdong is a wholly-owned subsidiary of Guodian Group, and is therefore a Connected Person of the Company under Rule 14A.07(4) of the Listing Rules. Accordingly, the establishment of the joint venture constitutes a connected transaction of the Company.

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In accordance with Rule 14A.81 of the Listing Rules, a series of connected transactions will be aggregated and treated as if they were one transaction if they were all completed within a 12-month period or were otherwise related. On 29 December 2014, the Company entered into a contribution agreement with a subsidiary of Guodian in relation to the establishment of a joint venture. On 31 December 2014, the Company entered into a contribution agreement with a subsidiary of Guodian in relation to the establishment of three joint ventures. In the aforesaid transactions in relation to the establishment of joint ventures, the counterparties of the Company are Guodian Group's associates, and the nature of these transactions is the same. Accordingly, such transactions shall be aggregated. As the highest applicable percentage ratio upon aggregation is more than 0.1% but less than 5%, the establishment of the joint venture shall be subject to the reporting and announcement requirements but exempt from the independent Shareholders' approval requirement as set out in Chapter 14A of the Listing Rules.

GENERAL INFORMATION Information on the Company

The Company is a leading wind power generation company in the PRC. The Group is primarily engaged in the design, development, construction, management and operation of wind farms. In addition to the wind power business, the Group also operates other power projects such as coal power, solar power, tidal, biomass and geothermal energy. Meanwhile, the Group also provides consultation, repair and maintenance, training and other professional services to wind farms, as well as manufactures and sells power equipment used in the power grids, wind farms and coal power plants.

Information on Guodian Guangdong

Guodian Guangdong is a wholly-owned subsidiary of Guodian Group. It is primarily engaged in development, construction, operation and management of power, heat, coal and water, organization of production and sales of power (heat), overhaul of fixed infrastructure, scientific and technological development, investment and other related business.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below:
"Board" means the board of Directors of the Company
"Company" means China Longyuan Power Group Corporation Limited* ( ), a joint stock limited company incorporated in the PRC, the H shares of which are listed on The Stock Exchange of Hong Kong Limited
"Connected Person" has the meaning ascribed to it under the Listing Rules "Controlling Shareholder" has the meaning ascribed to it under the Listing Rules "Director(s)" means the director(s) of the Company
"Group" means the Company and its subsidiaries from time to time
"Guodian Guangdong" means Guodian Guangdong Power Co., Ltd. ( J
), a limited company established in the PRC and a wholly-owned subsidiary of Guodian Group

"Guodian Group"

means China Guodian Corporation ( 9=

),

a state-owned enterprise established in the

PRC and the

Controlling Shareholder of the Company

"Hailing Island" means Guodian Yangjiang Hailing Island Wind Power Co., Ltd. ( ), a limited company established in the PRC, of which 100% equity interests is held by Guodian Guangdong and the principal business is wind power electricity generation
"Haishan Island" means Chaozhou Haishan Island Wind Power Development Co., Ltd. ( ), a limited company established in the PRC, of which 60% and 40% equity interests are held by Guodian Guangdong and New Huahai Group Co., Ltd. respectively and the principal business is wind power electricity generation

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"Listing Rules" means the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited
"Longchuan" means Guodian Longyuan Longchuan Wind Power Co., Ltd. ( ), a limited company established in the PRC, of which 51% and 49% equity interests are held by the Company and Guodian Guangdong respectively and the scope of business includes investments, surveys, designs, construction, development and operation of wind farms, installation, tests and maintenance of the complete set of wind power generation units and provision of relevant technology consultation and training sessions
"PRC" means People's Republic of China, and for the purpose of this announcement, excludes the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan
"RMB" means Renminbi, the lawful currency of the PRC "Shareholder(s)" means holder(s) of shares of the Company "subsidiary" has the meaning ascribed to it under the Listing Rules
By Order of the Board

China Longyuan Power Group Corporation Limited* Li Enyi

Executive Director and President

Beijing, the PRC, 27 April 2015

As at the date of this announcement, the non-executive Directors are Mr. Qiao Baoping, Mr. Wang Baole, Mr. Shao Guoyong and Mr. Chen Jingdong; the executive Directors are Mr. Li Enyi and Mr. Huang Qun; and the independent non-executive Directors are Mr. Zhang Songyi, Mr. Meng Yan and Mr. Han Dechang.

* For identification purpose only

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